SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
Date of Report (Date of earliest event reported) February 8, 1999
TECHDYNE, INC.
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(Exact name of registrant as specified in its charter)
Florida 0-14659 59-1709103
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2230 West 77th Street, Hialeah, Florida 33016
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (305) 556-9210
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Item 5. Other Events
The Company's board of directors has extended the exercise period of
its 959,152 outstanding common stock purchase warrants (the "Warrants")
for a period of 65 days to May 17, 1999 from March 12, 1999. The board
simultaneously authorized a reduction of the exercise price to $4.00 per
share of common stock through the new expiration date. The Warrants
were originally issued in 1995 pursuant to a registered offering of
securities of the Company which included 1,000,000 shares of its common
stock and 1,000,000 Warrants exercisable at $5.00 per share. The
Warrants are subject to redemption by the Company at $.10 per Warrant
under certain conditions, including a trading price of $7.50 per share,
for fifteen consecutive trading days prior to notice of redemption.
The Company does not anticipate redeeming the Warrants. The closing
prices of the common stock and Warrants on February 5, 1999 as reported
by Nasdaq were $3.31 and $.125, respectively. The Company's securities
trade on the Nasdaq National Market under the symbols TCDN for the
common stock and TCDNW for the Warrants.
Assuming full exercise of the Warrants, the Company would realize
gross proceeds of approximately $3,836,600, which would be reduced by
fees of 5% of the proceeds from Warrants exercised to Joseph Dillon &
Company, Inc. ("Dillon"), the underwriter of the Company's 1995 public
offering which included the Warrants, subject to certain contingencies,
among which are that the Warrants are not held in any discretionary
accounts and Dillon is designated as the soliciting broker. The net
proceeds after costs to the Company from the exercise of the Warrants,
assuming all Warrants are exercised, would be approximately $3,640,000
and would be applied to reducing debt and for working capital. There
is no assurance as to the extent of any exercise of the Warrants,
particularly in view of the current market price of the common stock
being less than the newly reduced Warrant exercise price. Therefore,
there can be no assurance that the Company will realize any proceeds.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits
(a) Financial statements of businesses acquired
Not Applicable
(b) Pro forma financial information
Not Applicable
(c) Exhibits
(99) Additional Exhibits
(i) Supplement to Prospectus dated February 8, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
TECHDYNE, INC.
/s/ Thomas K. Langbein
By-----------------------------
THOMAS K. LANGBEIN, Chairman
of the Board and Chief
Executive Officer
Dated: February 8, 1999
TECHDYNE, INC.
Supplement Dated February 8, 1999
The Company has extended the exercise period of its 959,152 out-
standing redeemable common stock purchase warrants ("Warrants") for a
period of 65 days from March 12, 1999 to May 17, 1999. The exercise
price of the Warrants has also been reduced to $4.00 per share of common
stock from the original exercise price of $5.00 per share. All
references in the Prospectus dated December 11, 1996, and Supplement
dated July 13, 1998 ("Prospectus") concerning the exercise period of
the Warrants are modified to May 17, 1999; and all references to the
exercise price of the Warrants are modified to $4.00 per share.
Use of Proceeds is also being modified on pages 5 and 11 of the
Prospectus to indicate that assuming significant proceeds are realized
by the Company from Warrant exercises, a substantial portion of those
proceeds could be used to reduce debt and for working capital.
The Company originally issued 1,000,000 Warrants in its 1995 offering
of common stock and Warrants through the underwriter, Joseph Dillon &
Company, Inc. ("Dillon"), which firm is also a selling security holder.
See page 30 of the Prospectus. The Warrants trade on the Nasdaq National
Market. Gross proceeds, assuming full exercise of the Warrants, would be
approximately $3,836,600 less costs which include a 5% fee of the proceeds
from any Warrant exercise to Dillon based on certain conditions. See
"Plan of Distribution," page 34 of the Prospectus. The net proceeds to
the Company, assuming exercise of all the Warrants, would be approxi-
mately $3,640,000.
The closing prices on February 5, 1999 as reported by Nasdaq were
$3.31 for the common stock and $.125 for the Warrants. There is no
assurance as to the extent of any exercise of the Warrants, particularly
in view of the current market price of the common stock being less than
the Warrant exercise price. Therefore, there can be no assurance that
the Company will realize any proceeds.
